What page number in the Chatime Franchise Agreement discusses Indemnity and Limitation of Liability for a Chatime franchise?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
10 Indemnity and Limitation of Liability
10.1 Indemnity
- (1) Franchisee Parties indemnify Franchisor and each of its Affiliates (Chatime Group) against all:
- (a) Losses incurred by the Chatime Group;
- (b) Liabilities incurred by the Chatime Group; and
- (c) All Legal Costs and other Costs and expenses incurred by the Chatime Group in connection with a demand, action, arbitration, or other proceeding (including mediation, compromise, out of court settlement or appeal),
arising directly or indirectly as a result of or in connection with:
- (d) A breach by Franchisee Parties of this Agreement or any Collateral Agreement;
- (e) Any injury to, or loss of property of, any person in or on premises from which the business is conducted;
- (f) Franchisee's taxes, liabilities or Costs of The Franchised Business;
- (g) Any negligent or willful act or omission of Franchisee, its employees, agents, servants, or contractors; and
- (h) Any warranty, promise, or representation made by Franchisee Parties or any employee, agent, or other person acting on behalf of Franchisee Parties being incomplete, inaccurate, or misleading.
- (2) Franchisor's rights at law and under this Agreement, including its right to be indemnified under this clause, are not affected by:
- (a) Franchisor ending the Franchise or the termination of any Collateral Agreement;
- (b) Franchisor accepting Franchisee's repudiation of this Agreement or any related Agreement; or
- (c) Anything else.
10.2 Limitation of Liability
To the extent permitted by law, Franchisor will have no liability in relation to:
Source: Item 23 — Receipts (FDD pages 58–262)
What This Means (2025 FDD)
According to the 2025 Chatime Franchise Disclosure Document, the section discussing Indemnity and Limitation of Liability is found under clause 10 within Item 23 Receipts. Specifically, clause 10.1 details the indemnity, outlining circumstances where the franchisee is required to protect Chatime Group against losses, liabilities, legal costs, and expenses. These circumstances include breaches of the agreement, injuries or property loss on the premises, franchisee's taxes, negligence, and inaccurate representations.
Clause 10.1(2) clarifies that Chatime's rights, including indemnification, remain even if the franchise is terminated or if Chatime accepts the franchisee's rejection of the agreement. Clause 10.2 addresses the limitation of liability, stating that Chatime will not be liable to the extent permitted by law.
This section is important for prospective franchisees as it outlines their responsibilities to protect Chatime from potential liabilities and losses. Franchisees should carefully review these clauses with legal counsel to understand the full scope of their obligations and potential financial risks. Understanding these terms is crucial for managing risk and ensuring compliance with the franchise agreement.